IRC Limited — Board/Management Information 2018

Jul 26, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [154 x 79] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

(Stock code: 1029)

APPOINTMENT TO BOARD OF DIRECTORS – PETROPAVLOVSK NOMINEE

Thursday, 26 July 2018: The Board of Directors of IRC Limited (“ IRC ” or the “ Company ”, together with its subsidiaries, the “ Group ”) announces an appointment to the Board of Directors (“the Board ”) as detailed below.

APPOINTMENT OF NON-EXECUTIVE DIRECTOR

The Board announces that, further to the Company’s announcement on 13 June 2018 and in accordance with the terms of the bridging loan between the Company and JSC “Pokrovskiy mine” (the “ Bridge Loan ”), Mr Peter Charles Percival Hambro, being a nominee of JSC “Pokrovskiy mine”, a principal subsidiary of Petropavlovsk PLC, IRC’s largest shareholder and project finance guarantor, has been appointed as a Non-Executive Director.

Mr Peter Charles Percival Hambro , 73, was an Executive Director and the Chairman of Petropavlovsk PLC, a company listed on the Main Market of the London Stock Exchange, for 23 years until June 2017. Save as disclosed above, Mr Hambro did not hold any directorship in any other listed public companies in the three years preceding the date of this announcement. Mr Hambro was a director of a number of public companies listed on the London Stock Exchange from 1973 to 2017 and has spent more than 35 years in the metals business. He was the deputy managing director of London-based bullion trader, Mocatta and Goldsmid, and served on the Mocatta Group Executive Committee. In 1990, he formed Peter Hambro Limited, a boutique mining finance house, of which he remains Chairman, and became involved in mining with the acquisition of Mines dOr de Salsigne. In 1994, together with his business partner, Dr Pavel Maslovskiy, he founded Peter Hambro Mining PLC, now renamed Petropavlovsk PLC. Mr Hambro is also a director of a number of unlisted family companies.

As at the date of this announcement, Mr Hambro does not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). Mr Peter Charles Percival Hambro is the father of Mr George Jay Hambro, the Non-Executive Director and Chairman of the Company. Save as disclosed above, he does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company as at the date of this announcement.

– 1 –

Mr Peter Charles Percival Hambro has signed a letter of appointment to serve as a NonExecutive Director of the Company commencing 26 July 2018 (the “ Appointment Date ”), which can be terminated by either Mr Peter Charles Percival Hambro or the Company by giving 3 months’ written notice. In accordance with the articles of association of the Company and the letter of appointment, Mr Peter Charles Percival Hambro shall hold office until the earlier of: (i) the date on which the facility amount is repaid or prepaid in accordance with the terms of the Bridge Loan; or (ii) the date of the annual general meeting of the Company held in the third year after the Appointment Date at which point Mr Hambro will be eligible for re-election. Mr Hambro shall receive a fee of US$90,000 per annum, which may be varied from time to time by the Company’s remuneration committee having regard to the level of remuneration being paid to other non-executive directors of the Company from time to time.

Save as disclosed herein, there are no other matters relating to the appointment of Mr Peter Charles Percival Hambro as a Non-Executive Director of the Company that need to be brought to the attention of the shareholders of the Company nor is there any other information that is required to be disclosed pursuant to Rule 13.51(2)(h) – (w) of the Listing Rules.

By Order of the Board IRC Limited Yury Makarov Chief Executive Officer

Hong Kong, People’s Republic of China Thursday, 26 July 2018

As at the date of this announcement, the Executive Directors of the Company are Mr Yury Makarov and Mr Danila Kotlyarov. The Non-Executive Directors are Mr George Jay Hambro, Mr Peter Charles Percival Hambro and Mr Chi Kin Cheng. The Independent Non-Executive Directors are Mr Daniel Bradshaw, Mr Chuang-Fei Li, Mr Simon Murray, CBE, Chevalier de la Légion d’Honneur, Mr Jonathan Martin Smith and Mr Raymond Kar Tung Woo.

IRC Limited

6H, 9 Queen’s Road Central Hong Kong Tel: +852 2772 0007 Fax: +852 2772 0329 Email: ir@ircgroup.com.hk Website: www.ircgroup.com.hk

For further information please visit www.ircgroup.com.hk or contact:

Kent Lo

Manager – Communications & Investor Relations Telephone: +852 2772 0007 Mobile: +852 9688 8293 Email: kl@ircgroup.com.hk

– 2 –